REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 31st day of January, 2006, by and among ISRAEL GROWTH PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the...Registration Rights Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
UNDERWRITING AGREEMENT between ISRAEL GROWTH PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLCUnderwriting Agreement • April 24th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
The undersigned, Israel Growth Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 6th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between Israel Growth Partners Acquisition Corp., a Delaware corporation, with offices at Yahalom Tower, 28th floor, 3a Zabotinski St., Ramat Gan 52520, Israel, (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 22nd, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
This Agreement is made as of [ ], 2006 by and between Israel Growth Partners Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
ContractIsrael Growth Partners Acquisition Corp. • December 28th, 2010 • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
ContractAgreement • February 17th, 2006 • Israel Growth Partners Acquisition Corp. • Blank checks • New York
AGREEMENT (“Agreement”) is entered into as of the 31st day of January, 2006, by and among ISRAEL GROWTH PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), Matty Karp (“Karp”), Carmel Vernia (“Vernia”), Dror Gad (“Gad”), Lior Samuelson (“Samuelson”), Rhodric Hackman (“Hackman”), David Ballarini (“Ballarini”) and George Hervey (“Hervey,” together with Karp, Vernia, Gad, Samuelson, Hackman and Ballarini, collectively, the “Warrant Holders”).
AGREEMENTAgreement • September 17th, 2008 • Israel Growth Partners Acquisition Corp. • Blank checks
THIS AGREEMENT (“Agreement”) is made this 12th of September, 2008, by and between Israel Growth Partners Acquisition Corp. (“IGPAC”), a Delaware corporation, and FI Investment Group LLC (“FIIG”), a Virginia limited liability company.
AGREEMENT AND PLAN OF MERGER by and among ISRAEL GROWTH PARTNERS ACQUISITION CORPORATION, NEGEVTECH LTD. and NEGEVTECH ACQUISITION SUBSIDIARY CORP. March 6, 2008Agreement and Plan of Merger • March 7th, 2008 • Israel Growth Partners Acquisition Corp. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 6, 2008, by and among Israel Growth Partners Acquisition Corporation, a Delaware corporation (“IGPAC”), Negevtech Ltd., an Israeli company (“Parent”), and Negevtech Acquisition Subsidiary Corp., a Delaware corporation (“Merger Sub”). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules delivered concurrently herewith.
AMENDMENT TO PROMISSORY NOTESPromissory Notes • March 20th, 2013 • Israel Growth Partners Acquisition Corp. • Blank checks
This AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made effective as of the 27th day of December, 2012, between Israel Growth Partners Acquisition Corp., a Delaware corporation (the “Company”), and Moorland Lane Partners, LLC, a Delaware limited liability company (“Moorland”). All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Notes (as defined herein).
ISRAEL GROWTH PARTNERS ACQUISITION CORP.Israel Growth Partners Acquisition Corp. • February 17th, 2006 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering of the securities of Israel Growth Partners Acquisition Corp. (“Company”) and continuing until (the “Termination Date”) the earlier of the consummation by the Company of a “Business Combination” or the Company’s liquidation, Danash Investment and Management Ltd. shall make available to the Company certain office and administrative services as may be required by the Company from time to time, situated at Yahalom Tower, 3a Zabotinski Street, Ramat Gan 52520 Israel. In exchange therefore, the Company shall pay Danash Investment and Management Ltd. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
ISRAEL GROWTH PARTNERS ACQUISITION CORP.Israel Growth Partners Acquisition Corp. • September 15th, 2005
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • January 10th, 2013 • Israel Growth Partners Acquisition Corp. • Blank checks • Delaware
This AMENDMENT NO. 1 TO MERGER AGREEMENT (“Amendment”) is entered into as of January 8, 2013, among Israel Growth Partners Acquisition Corp., a Delaware corporation (“IGPAC”), Macau Resources Group Limited (formerly known as “Speedy Cosmo Limited”), a British Virgin Islands corporation (the “Company”), and the members of the Company (each, a “Shareholder” and collectively, the “Shareholders”), and constitutes an amendment to the Merger Agreement, dated August 28, 2012, by and among the parties hereto (the “Agreement”). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement..
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • December 15th, 2011 • Israel Growth Partners Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made as of the 14th day of December, 2011, between Israel Growth Partners Acquisition Corp., a Delaware corporation (the “Company”) and Moorland Lane Partners, LLC, a Delaware limited liability company (“Moorland”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 7th, 2008 • Israel Growth Partners Acquisition Corp. • Blank checks
This First Amendment to Agreement and Plan of Merger and Letter of Consent (this “First Amendment”) is made and entered into as of this 3rd day of July 2008 by and among Israel Growth Partners Acquisition Corporation, a Delaware corporation (“IGPAC”), Negevtech Ltd., an Israeli company (“Parent”) and Negevtech Acquisition Subsidiary Corp., a Delaware corporation (“Merger Sub”).
AMENDMENT TO PROMISSORY NOTESPromissory Notes • March 19th, 2013 • Israel Growth Partners Acquisition Corp. • Blank checks
This AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made effective as of the 27th day of December, 2012, between Israel Growth Partners Acquisition Corp., a Delaware corporation (the “Company”), and Moorland Lane Partners, LLC, a Delaware limited liability company (“Moorland”). All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Notes (as defined herein).
MERGER AGREEMENT Among ISRAEL GROWTH PARTNERS ACQUISITION CORP., MACAU RESOURCES GROUP LIMITED and THE MEMBERS OF MACAU RESOURCES GROUP August 28, 2012 MERGER AGREEMENTMerger Agreement • August 31st, 2012 • Israel Growth Partners Acquisition Corp. • Blank checks • Maryland
This MERGER AGREEMENT (“Agreement”) is entered into as of August 28, 2012, among Israel Growth Partners Acquisition Corp., a Delaware corporation (“IGPAC”), Macau Resources Group Limited (formerly known as “Speedy Cosmo Limited”), a British Virgin Islands corporation (the “Company”), and the members of the Company (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in Article IX hereof.
